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EXHIBIT 10.28

                                US/INTELICOM INC.
                           SOFTWARE LICENSE AGREEMENT

         THIS AGREEMENT, made and entered into as of the seventh day of April,
1998, by and between US/INTELICOM, Inc. (hereinafter referred to as
"US/INTELICOM") and Quintel Cellular, LLC (hereinafter referred to as the
"Licensee").

                                    RECITALS:

         A. US/INTELICOM is engaged in developing and licensing application
software for cellular telephones to produce prepaid cellular telephones
(hereinafter referred to as the "Phone" or "Phones"), as well as the development
of programs, systems and services intended to support such prepaid cellular
telephones (hereinafter referred to as the "Business").

         B. US/INTELICOM has the exclusive right, title and interest in and to
said application software for prepaid cellular telephones (hereinafter referred
to as the "Software").

         C. US/INTELICOM has agreed with Licensee to provide the Software to
Licensee for installation of the Software on the Phones and to sell, lease and
distribute the Phones to Licensee's customers, subject to the terms and
conditions of this Agreement.

         D. The Licensee is engaged in the marketing, sale, lease and
distribution of prepaid cellular telephones.

         E. The Licensee desires to sell and market Phones installed with the
Software, on the terms and conditions set forth herein.

         NOW, THEREFORE, in consideration of mutual covenants and agreements set
forth herein and other good and valuable consideration, the receipt, sufficiency
and adequacy of which the parties conclusively acknowledge, the parties agree as
follows:

         1.       Grant of License.

                  US/INTELICOM hereby grants to Licensee, a limited, worldwide,
nontransferable, nonexclusive, conditional right and license to use the Software
solely with the Phones and to reproduce the Software in connection with such
use, and Licensee hereby accepts said right, license and privilege, in
accordance with the terms of this Agreement. US/INTELICOM agrees to provide the
Software in executable form and any specifications and instructions required to
install the Software on the Phones to enable Licensee to sell, lease and
distribute prepaid cellular telephones to Licensee's customers, which customers
shall have the perpetual right to use the software in connection with their use
of their Phones.



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         2.       Term of License.

                  The term of this license shall be for an initial period of
forty-eight (48) months ("initial term"), commencing on the date of execution of
this Agreement. This license shall thereafter automatically renew on the
anniversary of this execution date for additional terms of twelve (12) months
("subsequent terms"), unless Licensee sends written notification to US/INTELICOM
of Licensee's intention not to renew. Such notification must be received by
US/INTELICOM not less than ninety (90) days preceding the automatic annual
renewal.

         3.       Fees.

                  As consideration for the rights granted and services provided
hereunder, Licensee shall remit fees to US/INTELICOM according to the fee
schedule and conditions described in the attached Addendum A, which is hereby
included within and made an integral part of this agreement. All fees,
reimbursements, and other financial figures referenced in this Agreement are
expressed in United States dollars.

                  (a)      The fee amounts described in Schedule A shall remain
                           constant throughout the initial term of this
                           Agreement.

                  (b)      These fees shall be subject to a modification during
                           each subsequent term. At each subsequent renewal of
                           this Agreement, the fee amounts shall be modified by
                           the change in the Consumer Price Index (CPI) over the
                           preceding calendar year (the "preceding year"). This
                           change shall not exceed five percent (5%) for any
                           year. Should Licensee have sold or leased a minimum
                           of two hundred thousand (200,000) Phones containing
                           the Software during a "preceding year", the fee
                           modification for the ensuing subsequent term will be
                           permanently waived.

         4.       Use of License.

                  During the term of this Agreement, Licensee covenants and
                  agrees to:

                  (a)      use the Software only for the Phones covered under
                           the terms of this License;

                  (b)      adhere precisely to any instructions and policies
                           furnished by US/INTELICOM regarding the use of the
                           Software, which instructions and policies may be
                           updated by US/INTELICOM from time to time consistent
                           with the terms of this License;

                  (c)      comply with all applicable local and federal laws and
                           regulations governing Licensee's use, sale or rental
                           of the Software with respect 



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                           to the Phones;

                  (d)      inform US/INTELICOM immediately if any third party
                           claims any infringement on any of US/INTELICOM's
                           proprietary rights or interest by the use of the
                           Software; and

                  (e)      refrain from modifying, translating, reproducing,
                           reverse engineering, disseminating, distributing or
                           determining the source code of the Software or any
                           enhancements or modifications thereto except as
                           provided in this Agreement. However, Licensee shall
                           be permitted to disseminate and distribute the
                           Software to its agents, employees and independent
                           contractors solely in connection with the sale and/or
                           lease of the Phones by Licensee.

         5.       Assignment.

                  Licensee's rights and interest under this Agreement shall not
be subject to assignment or transfer in any manner whatsoever without the prior
express written consent of US/INTELICOM, which shall not be unreasonably
withheld, and which consent shall be granted if the within license is conveyed
in connection with Licensee's sale of substantially all of its assets. If
Licensee is a corporation, partnership or limited liability company, the
transfer (in one or more transactions) of equity interests in Licensee which
possess a majority of the voting power in Licensee shall not constitute an
assignment for the purposes of this Agreement.

         6.       Representations and Warranties.

                  (a)      Licensee warrants, represents and agrees that:

                           (i)      it has the authority to enter into and to
                                    consummate the transactions contemplated
                                    hereby, and the Licensee is not under any
                                    restriction or obligation which will impair
                                    its full performance under this Agreement;

                           (ii)     neither the execution of this Agreement nor
                                    the performance of the obligations of the
                                    Licensee require the consent, waiver or
                                    approval of any party, or create a breach
                                    of, violate or conflict with any contract,
                                    agreement or other instrument or any
                                    judgement or order to which the Licensee is
                                    a party or otherwise subject; and

                           (iii)    this Agreement, when duly executed, will
                                    constitute the legal, valid and binding
                                    obligation of the Licensee in accordance
                                    with the terms of this Agreement.




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                  (b) US/INTELICOM warrants, represents and agrees that:

                           (i)      the Software, all upgrades and versions now
                                    existing or hereafter developed and all
                                    rights thereto are owned by US/INTELICOM and
                                    are free and clear of any and all security
                                    interests and other liens and encumbrances;

                           (ii)     it has the authority to enter into and to
                                    consummate the transactions contemplated
                                    hereby, and US/INTELICOM is not under any
                                    restriction or obligation which will impair
                                    its full performance under this Agreement;

                           (iii)    the Software and its use by Licensee
                                    pursuant to this Agreement do not violate
                                    the copyright, patent, trade secret or other
                                    proprietary rights of any third party;

                           (iv)     neither the execution of this Agreement nor
                                    the performance of the obligations of
                                    US/INTELICOM require the consent, waiver or
                                    approval of any party, or create a breach
                                    of, violate or conflict with any contract,
                                    agreement or other instrument or any
                                    judgment or order to which US/INTELICOM is a
                                    party or otherwise subject; and

                           (v)      this Agreement, when duly executed, will
                                    constitute the legal, valid and binding
                                    obligation of US/INTELICOM in accordance
                                    with the terms of this Agreement.

                  (c)      In addition, US/INTELICOM warrants that the Software
                           is free of defects in material and workmanship and
                           the Software will operate correctly and for the
                           purpose intended on the Phones for a period of twelve
                           (12) months of normal use from the date of delivery
                           to Licensee's customers of the Software on any Phone.
                           EXCEPT FOR THE FOREGOING, THE SOFTWARE IS PROVIDED
                           "AS IS" WITHOUT WARRANTY BY US/INTELICOM, INCLUDING
                           WITHOUT LIMITATION, THE IMPLIED WARRANTY OF
                           MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

         7.       Termination.

                  (a)      US/INTELICOM shall have the right to terminate this
                           Agreement immediately upon written notice to Licensee
                           in the event of any one or more of the following:

                           (i)      Licensee does not sell or lease a minimum of
                                    five thousand 

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                                    (5,000) Phones containing the Software in
                                    any twelve (12) month period following the
                                    sale or lease of the 100,000 Phones
                                    containing the Software as described in
                                    Addendum B, Prepayment of License Fees.

                           (ii)     the breach by Licensee of any other term,
                                    covenant or condition of this Agreement in
                                    the event that Licensee fails to cure such
                                    breach within (30) days after receipt of
                                    written notice from US/INTELICOM specifying
                                    such breach; or

                           (iii)    If there is a final adjudication that 
                                    Licensee has materially failed to comply
                                    with any statute, requirement, rule,
                                    regulation, order or decree, of any federal,
                                    state, municipal or other governmental
                                    authority relating to the marketing, sale or
                                    lease of prepaid cellular telephones.

                  (b)      Upon any termination of this Agreement or the expiry
                           of the term of this Agreement, Licensee shall
                           immediately cease to use any and all versions,
                           components and aspects of the Software, and shall
                           immediately return to US/INTELICOM all tangible and
                           electronic representations or reproductions in
                           Licensee's possession or which Licensee has received
                           or acquired, provided, however, that Licensee shall
                           be permitted to (1) sell any Phones in its possession
                           or on order based on Purchase Orders issued at the
                           time of such termination, unless such sale would
                           violate any applicable law, regulation or court order
                           and (2) provide continued support of Phones
                           previously sold by Licensee under this Agreement.

                  (c)      In the event of termination hereunder, any unused
                           portion of the Prepayment of License Fees described
                           in Addendum B shall be payable to Licensee. In such
                           event, the parties shall retain all such rights and
                           remedies as provided by law.

         8.       Relationship of Parties and Indemnification.

                  (a)      Licensee is not, and shall not represent or hold
                           itself out as, an agent, legal representative, joint
                           venturer, partner, employee or servant of
                           US/INTELICOM for any purpose whatsoever. Licensee is
                           an independent contractor and is not authorized to
                           make any contract, agreement, commitment, warranty or
                           representation on behalf of US/INTELICOM, or to
                           create any obligation, express or implied, on behalf
                           of US/INTELICOM. Licensee hereby agrees to indemnify
                           and hold harmless US/INTELICOM from and
                           against any loss, claims, demands, actions, causes of
                           action, costs and expenses, including without
                           limitation all reasonable attorney's fees, expenses 
                           of
                          

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                           litigation, court costs and damages, arising from
                           or incurred in connection with either a breach by
                           Licensee of any term, condition, warranty, or
                           covenant set forth in this Agreement or the
                           performance, or failure to perform, services to any
                           customer of Licensee or US/INTELICOM, or the
                           collection of fees for services rendered by Licensee.

                  (b)      US/INTELICOM hereby agrees to indemnify and hold
                           harmless Licensee from and against any loss, costs,
                           claims or judgments, including without limitation
                           attorney's fees and costs, incurred by Licensee as a
                           result of any third party claiming infringement on
                           the Software, or US/INTELICOM's breach of the License
                           or express warranty.

                  (c)      Additional Terms and Conditions

                           US/INTELICOM and Licensee agree to the terms and
                           conditions, if any, described in the attached
                           Addendum B, which is hereby included within and made
                           an integral part of this agreement.

         9.       Covenants Against Disclosure of Trade Secrets and Confidential
                  Information.

                  (a)      Licensee and US/INTELICOM acknowledge that in the
                           course of this license, they will become acquainted
                           with each other's proprietary and confidential
                           information concerning the Software and the Business,
                           including "Trade Secrets" and "Confidential
                           Information", as defined below. Both parties further
                           acknowledge that they each expend substantial
                           resources in time and money in the development of
                           their software, marketing, sales strategies,
                           programs, and in developing relationships with
                           customers.

                  (b)      As used herein, the term "Trade Secrets" shall mean
                           any and all information of either party, including
                           without limitation, the Software, and other technical
                           and non-technical data, formulas, patterns,
                           compilations, programs, devices, methods, techniques,
                           drawings, processes, financial data, financial plans,
                           product plans, or lists of actual or potential
                           customers or suppliers, which (i) derive economic
                           value, actual or potential, from not being generally
                           known to, and not being readily ascertainable by
                           proper means by, other persons who can obtain
                           economic value from their disclosure or use; and (ii)
                           are the subject of efforts that are reasonable under
                           the circumstances to maintain their secrecy. "Trade
                           Secrets" excludes however, information in the public
                           domain or readily ascertainable from third parties.

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                  (c)      As used herein, the term "Confidential Information"
                           shall mean proprietary and confidential information
                           or data, other than Trade Secrets, which is valuable
                           to, and related to the Software and the Business and
                           the details of which are generally unknown to the
                           competitors of either party. Confidential Information
                           shall include the following information, without
                           limitation, to the extent such information is not
                           already included in the definition of Trade Secrets
                           either at the time of the execution of this Agreement
                           or any time thereafter: (i) confidential financial,
                           business, marketing programs, strategies, and
                           services of either party; and (ii) such other
                           materials and items as the parties may designate,
                           mark or otherwise identify as confidential from time
                           to time. Any such information shall cease to be
                           Confidential Information for the purposes of this
                           Agreement at such time as that specific information
                           becomes generally known to the public unless such
                           disclosure is in violation of this Agreement or
                           another agreement of a similar purpose between
                           US/INTELICOM or Licensee and any third party.

                  (d)      Licensee and US/INTELICOM hereby covenant and agree
                           that they shall not at any time, directly or
                           indirectly, misappropriate, take, use, divulge or
                           disclose any of the Trade Secrets of the other party
                           to any person, company, firm or entity for so long as
                           an item which is a Trade Secret remains a trade
                           secret under applicable law.

                  (e)      Licensee and US/INTELICOM hereby covenant and agree
                           that during the tem of this Agreement and for a
                           period of thirty-six (36) months after the
                           termination of this engagement for any reason, they
                           shall not misappropriate, take, use, divulge or
                           disclose any of the Confidential Information of the
                           other party.

                  (f)      Licensee and US/INTELICOM further covenant and agree
                           that all the Trade Secrets and Confidential
                           Information owned by each party shall remain the
                           property of that party and that, upon any termination
                           of this Agreement for any reason, each party shall
                           immediately return to the other party any tangible or
                           electronic representations or reproductions of any
                           Trade Secret or Confidential Information in their
                           possession or which they have received or acquired.

                  (g)      Licensee and US/INTELICOM acknowledge the
                           confidential status of the Trade Secrets and the
                           Confidential Information.

         11.      Enforcement.

                  (a)      Licensee and US/INTELICOM acknowledge and agree that
                           (i) the foregoing covenants set forth in Section 10
                           above are an essential part 

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                           of this Agreement; (ii) the terms of the covenants
                           are reasonable; (iii) any breach of a covenant would
                           result in immediate and irreparable harm to the other
                           party; and (iv) such damages would be difficult to
                           ascertain and would not be entirely measurable in
                           money damages. Therefore, Licensee and US/INTELICOM
                           agree that, in the event of a breach or threatened
                           breach of a covenant, either party shall be entitled
                           to an injunction or other equitable relief to
                           restrain any breach or threatened breach of a
                           covenant, in addition to the right of either party to
                           an award of damages or other relief that the parties
                           may have under the law, including without limitation
                           reasonable attorney's fees and expenses incurred by
                           the other party in enforcing any claim hereunder,
                           regardless of any claim that either party may have or
                           assert against the other party.

                  (b)      Licensee and US/INTELICOM agree that the covenants
                           and agreements contained in this Agreement are
                           separate, severable and independent of each other, as
                           each term and condition is based on viable and
                           independent consideration and is of great importance
                           to each party and should be enforceable as if each
                           were made the subject of a separate agreement between
                           US/INTELICOM and Licensee. Therefore, should any
                           court of competent jurisdiction declare any covenant
                           or provision of this Agreement invalid or
                           unenforceable for any reason, the remaining covenant
                           and other terms this Agreement shall continue in full
                           force and effect as if this Agreement had been
                           executed initially without the covenant or provision.

         12.      Force Majeure.

                  If the performance of all or any part of this Agreement by
US/INTELICOM or the Licensee is prevented or delayed by acts of civil or
military authority, flood, fire, epidemic, war or riot, which cannot be averted
or overcome by diligence (hereinafter referred to as a "Force Majeure Event"),
the party affected shall be excused from such performance, to the extent that
party is necessarily prevented or delayed thereby, only during the continuance
of any such Force Majeure Event; provided, however, that if such delay in
performance extends for more than thirty (30) days, the other party, at its
discretion, upon giving written notice, may terminate this Agreement.

         13.      Miscellaneous.

                  (a)      This Agreement shall be binding upon and inure to the
                           benefit of the parties and their respective
                           successors and assigns.

                  (b)      This Agreement constitutes the entire agreement and
                           understanding of the parties with respect to the
                           subject matter of this Agreement. No revision,
                           modification or change in this Agreement whatsoever


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                           shall be claimed or become valid unless the same is
                           in writing and executed by the parties.

                  (c)      The failure of a party to insist, in one or more
                           instances, on the performance by the other in strict
                           compliance with the terms and conditions of this
                           Agreement, shall not be deemed to be a waiver or
                           relinquishment of any right granted hereunder or of
                           any term or condition of this Agreement unless such
                           waiver is in writing and executed by the parties.

                  (d)      Any notice or other communication required or
                           permitted hereunder shall be in writing and delivered
                           personally or by registered mail, return receipt
                           requested, with sufficient postage, to the best
                           available address of the party to be notified, and
                           shall be deemed to be effective on the earlier of
                           actual receipt of four (4) days after postmarking by
                           the U.S. Postal Service.

                  (e)      The obligations of the parties created by the
                           provisions of this Agreement shall survive any
                           termination of this Agreement.

                  (f)      The headings or captions used in this Agreement are
                           inserted for convenience or reference purposes only
                           and shall neither constitute a part hereof nor effect
                           the interpretation of any provision of this
                           Agreement.

                  (g)      This Agreement is for the benefit of only the parties
                           hereto and no person, firm or entity that is not a
                           party to this Agreement shall have any rights or
                           claims under or by virtue of this Agreement.

                  (h)      As used herein, the singular shall include the plural
                           and the neuter gender shall include the masculine or
                           the feminine as the context requires.

                  (i)      In the event of adjudication, this Agreement shall be
                           governed by the laws of the State of the Plaintiff.


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         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed, on the date first set forth above.


              US/INTELICOM                            Licensee   

by: /s/ Michael A. Sauter                     by:
    -------------------------------               ------------------------------


    Michael A. Sauter
    -------------------------------               ------------------------------
    Print Name                                    Print Name

    President
    -------------------------------               ------------------------------
    Title                                         Title

4-7-98                                                           
-----------------------------------           ----------------------------------
Date                                          Date



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                                   ADDENDUM A

                                      FEES

SOFTWARE LICENSE FEE

Licensee agrees to pay to US/INTELICOM a software license fee of twelve ($12.00)
per Phone on which the Software is loaded, and sold or leased by Licensee.


PIN UPDATE FEE

The "PIN update" method of adding additional prepaid cellular airtime to a Phone
involves entering a unique 10 or 12 digit number directly into the Phone via the
keypad. Such PINs can be divided into two separate types:

     a)       Mass Production PINs - Licensee creates collections of PINs as
              part of a mass PIN production process. As a rule, such PINs are
              then packaged, distributed and sold via a variety of retail
              channels.

     b)       On-demand PINs - Licensee creates individual PINs on an ad hoc
              basis that are then supplied to the customer over the telephone.
              Licensee may create and supply as many on-demand PINs as
              indicated.

Licensee agrees to also pay to US/INTELICOM a fee of two dollars ($2.00) per PIN
code generated for use in adding additional units of airtime to Licensee's
Phones. Mass Production PINs are restricted to a maximum of 120 units each.


REAL TIME PREPAID FEE

The "Real Time PrePaid (RTPP)" method of adding additional prepaid cellular
airtime to a Phone does NOT require the use of a PIN code. Under this method,
the Phone will automatically place a call to Licensee's computer system and
request Licensee's permission to add a specified amount of airtime to the Phone.
Licensee's computer system will either approve or deny this request.

Licencee agrees to pay to US/INTELICOM an ongoing fee of two dollars ($2.00) per
Real Time PrePaid (RTPP) addition of units of airtime to Licensee's Phones.


PROMOTIONAL DISCOUNTS

US/INTELICOM agrees to offer a promotional discount of its fees for certain of 
Licensee's Phones.


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-        To be eligible for this promotional discount, a Phone must "qualify" by
         being sold or leased by Licensee to a customer directly acquired by
         Licensee in the normal course of Licensee's telemarketing, direct
         marketing and telesales business.

-        Any Phone sold or leased by Licensee that uses a Mass Production PIN in
         adding additional units or airtime usage will not qualify for
         promotional discount.

-        Promotional discounts shall be used to offset all license fees due
         hereunder.

US/INTELICOM agrees to the following promotional discounts:

     1.       Nine dollars ($9.00) to be applied against its Software License
              fee for each qualified Uniden PCD2000 and each qualified Kodenshi
              T-100 Phone containing the Software sold or leased by Licensee.

     2.       Seven dollars ($7.00) to be applied against its Software License
              fee for any other qualified prepaid Phone sold or leased by
              Licensee.

     3.       Two dollars ($2.00) to be applied against each Real Time PrePaid
              (RTPP) fee incurred by Licensee in adding additional airtime to
              qualified Phones of Licensee.

     4.       Two dollars ($2.00) to be applied against each PIN Update fee
              incurred by Licensee in adding additional airtime to qualified
              Phones of Licensee via On-demand PINs.



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                                   ADDENDUM B

                           OTHER TERMS AND CONDITIONS

CONFIDENTIALITY

Licensee understands and agrees that the unauthorized disclosure of certain
details contained within this License Agreement could cause irreparable harm to
US/INTELICOM. Licensee therefore agrees to treat this License Agreement as
confidential and will not disclose any details of this License Agreement to any
third party without the expressed written permission of US/INTELICOM, except
that Licensee shall be free to make such disclosures as is necessary to fulfill
legal obligations.


SOFTWARE SOURCE NON-DISCLOSURE

Licensee and US/INTELICOM agree to treat as confidential and not disclose the
fact that Licensee is acquiring its prepaid Software from US/INTELICOM, except
that Licensee shall be free to make such disclosures as is necessary to fulfill
legal obligations. US/INTELICOM may, however, request from Licensee a disclosure
of relevant facts and opinions to specified individuals and/or organizations in
order to assist US/INTELICOM's sales and marketing efforts. Such a request for
disclosure may be declined by Licensee if it feels there is a reasonable chance
that such disclosure would have a materially negative impact on its own sales
and marketing effort. Unless specifically authorized in writing, Licensee agrees
not to use the US/INTELICOM name, logo or other identification of US/INTELICOM
in any of its sales, marketing, promotional, product, or technical information,
whether printed, verbal, or provided via any other media.


COMPUTING FACILITIES

US/INTELICOM agrees to install certain computer programs relating to the support
of its prepaid cellular Software onto computer systems by Licensee. Licensee
acknowledges that it has requested such programs be installed on Licensee's
computer systems, and Licensee agrees to bear all costs associated with
providing and maintaining these systems subject to Licensee's prior written
approval and authorization for such systems. Licensee agrees to provide
US/INTELICOM with continuous and appropriate Internet access to such systems for
billing, monitoring, updating, and other purposes. Licensee agrees to compensate
US/INTELICOM for any out-of-pocket expenses incurred in supporting Licensee's
systems, including any related travel and accommodation expenses.


PAYMENT TERMS

Licensee agrees to remit payment to US/INTELICOM for all fees and other charges
described 



                                 Page 13 of 15                      Confidential
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herein within fifteen (15) days following initial receipt of invoices detailing
such fees and other charges, subject to offsets for promotional discounts that
Licensee is entitled to receive hereunder.


PREPAYMENT OF LICENSE FEES

Licensee agrees to remit to US/INTELICOM a nonrefundable prepayment of Software
License fees within three (3) business days following the date of execution of
this Agreement. The amount of this prepayment is agreed to be three hundred
thousand dollars ($300,000.00), which sum shall offset and be applied against
any License fees, less any applicable promotional discounts, otherwise due from
Licensee hereunder.


PURCHASE OF CELLULAR TELEPHONES

In the event that Licensee enters into a business arrangement in which it
acquires the right to purchase cellular telephones and other cellular
accessories, US/INTELICOM shall have the right to acquire such equipment, either
directly or for another business entity not engaged in direct response
marketing, under the same pricing and terms as Licensee, subject to availability
and vendor approval. It is explicitly understood and agreed that the price for
such equipment will be the lowest price available under Licensee's arrangement
and will be net of any and all discounts, rebates and other incentives.


CONVERSIONS OF PREPAID SOFTWARE

In the event that Licensee shall request that US/INTELICOM convert its prepaid
cellular software so that the application can be made available on a specified
cellular phone, US/INTELICOM agrees to use its best reasonable efforts to effect
such a conversion in a mutually acceptable timeframe. Licensee understands and
agrees that US/INTELICOM shall have the right to reject a software conversion
request from Licensee in the event that US/INTELICOM determines that the
specified cellular phone does not adequately meet the minimum technical and
operational standards determined by US/INTELICOM. Licensee agrees to reimburse
US/INTELICOM for the actual cost of any such conversion request received from
Licensee, based upon a cost schedule approved by Licensee.

RESTRICTIVE COVENANT

US/INTELICOM agrees not to compete with Licensee by engaging in the sale of
prepaid cellular phones directly to end-user customers through direct response
marketing for as long as this Agreement is active.


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MAINTENANCE AND SUPPORT

Licensee acknowledges and agrees that it is both desirable and necessary for
US/INTELICOM to provide ongoing professional services to Licensee for
installation assistance, operational support and continued maintenance of
software installed and running on computer hardware and cellular telephones
controlled and/or sold by Licensee.

US/INTELICOM agrees to provide reasonable support and maintenance services to
Licensee under a Full Time Equivalent ("FTE") arrangement. US/INTELICOM agrees
to initially provide Licensee with one (1) FTE of appropriate professional
services. A Full Time Equivalent is any combination of support and maintenance
time provided by Licensee by US/INTELICOM personnel. Any FTE is limited to one
hundred and sixty-seven (167) hours of professional time per month.

Licensee agrees to pay to US/INTELICOM a monthly fee of ten thousand dollars
($10,000.00) per FTE of maintenance and support (the "FTE fee"). Licensee also
agrees to reimburse US/INTELICOM for all out-of-pocket expenses incurred in
providing support and maintenance services.

This monthly maintenance and support arrangement will have an initial term of
six (6) months. The arrangement will then automatically renew for an additional
twelve (12) months at the above rates and conditions unless written notification
to US/INTELICOM of Licensee's intent to cancel the arrangement is received no
later than September 1, 1998. Unless Licensee elects to cancel this arrangement
at the end of the first six months, the "initial term" of the arrangement will
be through September 30, 1999.

Following the initial term, this arrangement will automatically renew for an
additional twelve (12) months ("subsequent renewals") beginning each September
1st (the "renewal date") unless written notification to US/INTELICOM of
Licensee's intent to cancel the arrangement is received no later than sixty (60)
days prior to the renewal date. Each subsequent renewal will include an annual
ten percent (10%) increase in the monthly FTE fee.

Licensee may elect to increase the number of FTEs available for the support and
maintenance of Licensee's business by sending a written request to US/INTELICOM.
US/INTELICOM agrees to utilize its best reasonable efforts to provide such
additional FTEs upon such terms as the parties agree at that time.


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